Client/Company = You Named on the Invoice

Web Agency = The Keep Club Limited

This Contract pertains to the design and, if specified, the development of a website for you, the Client/Company.

Scope of Work

The following is a detailed breakdown of the tasks and responsibilities assigned to each party:

For Web Agency:

Design: Creation of unique web designs tailored to Client/Company's requirements and preferences. This includes x3 design revisions.

Development: (If applicable) Developing the website using either Web Agency platform or Client/Companies preferred choice. This will include setting up the website's backend, and other necessary functionalities.

Testing: Ensure the website's functionality across various browsers and devices, as well as fixing any bugs or issues that arise.

For Client/Company:

Content Provision: Providing all necessary text, images, videos, and other content for the website.

Feedback: Giving timely feedback after each phase to ensure the project stays on track.

Final Approval: Granting final approval once the website meets the agreed-upon specifications and requirements.

Budget and Payment

Total Project Cost: Refer to Invoice

Payment Schedule:

To ensure smooth progression of the project, the following payment schedule has been established:

Initial Deposit: 50% of the total cost.

Project Completion: The remaining 50% of the total cost, payable after the project is completed and the website goes live.

Accepted Payment Methods:

Payments can be made through:

Bank Transfer and/or Card Payment via GoCardless link, provided by Web Agency.

Late payments will incur a 7% late fee for every week of delay.

Intellectual Property and Copyright

Upon full payment of the project, the following rights pertain to the produced website:

Ownership Rights:

The final website, in its entirety, including designs, code, and any created content, will be the sole property of Client/Company. Web Agency acknowledges that the website is a work made for hire for the Client/Company, and as such, Client/Company possesses all rights, titles, and interest in the website.

Usage Rights:

Web Agency retains the right to showcase the completed website in its portfolio, marketing materials, or other professional galleries for promotional purposes. Client/Company retains full rights to use, reproduce, display, and distribute the website as they see fit.

Exclusivity:

All designs and other creative assets developed for Client/Company during this project are exclusive to Client/Company. Web Agency agrees not to produce or use any designs that are substantially similar to the final design for any other client for a duration of 12 months from the completion date.

Client Responsibilities

For the timely and efficient completion of the project, Client/Company agrees to:

Content and Assets:

Provide all necessary content, including but not limited to text, images, videos, logos, and any other digital assets. Any delays in the provision of the said materials may lead to project delays.

Feedback and Approvals:

Provide clear and prompt feedback after each presented phase. Delays in feedback can affect the project's timeline.

Domain and Hosting:

If not already in place, procure a domain name and suitable web hosting for the website. Web Agency can provide recommendations if needed.

Collaboration:

Collaborate closely with Web Agency, ensuring open communication and providing any necessary resources or access as required.

Technical Access:

Provide Web Agency with necessary permissions or access to servers, content management systems, or other platforms if required for the project's successful completion.

Cancellation and Refunds

Cancellation by Client/Company:

If Client/Company elects to cancel the project before its completion, a written notice must be provided. Upon cancellation, Client/Company will be billed for all work completed up to the date of cancellation. Any initial deposit is non-refundable.

Cancellation by Web Agency Name:

In the unlikely event that Web Agency cannot deliver on the project due to unforeseen circumstances, the client will be notified immediately. Any payments made beyond the initial deposit will be refunded, and any work completed up to that point will be handed over to Client/Company.

Refund Policy:

Any payments made are non-refundable, with the exception of the aforementioned scenario where Web Agency initiates the cancellation.

Liability and Insurance

Liability:

Web Agency will not be held responsible for any losses incurred due to the malfunction of the website or any other services provided under this contract. This includes, but is not limited to, loss of data, loss of revenue, or any third-party claims.

Insurance:

It's recommended that Client/Company maintains an appropriate insurance policy for any losses or damages that might arise from website malfunctions, cyber-attacks, or other related issues.

Indemnification:

Client/Company agrees to indemnify and hold harmless Web Agency against any and all claims, costs, and expenses, including legal fees, arising out of the content, operation, or maintenance of the website.

Web Agency agrees to indemnify and hold harmless Client/Company against any and all claims, costs, and expenses, including legal fees, arising out of the services provided by Web Agency that are not explicitly covered under this contract.

Force Majeure

Neither party shall be held liable for a delay or failure in performance of the agreement for services caused by circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, wars, civil disturbances, labor disputes, government actions, interruptions of power or telecommunications services, or the inability to obtain necessary supplies.

In the event of a delay due to any of the above causes, the parties will establish an adjusted timeline and communicate any new deadlines.

If the delay persists beyond a period of 30 Days, either party has the right to terminate the agreement without penalty, subject to compensation for work already completed.

Termination

By Client/Company:

Client/Company may terminate this agreement at any point by providing Web Agency with a 5 Days written notice. In such a case, Client/Company will be billed for all work completed up to the date of termination, and any initial deposit will be non-refundable.

By Web Agency:

Web Agency has the right to terminate this agreement if Client/Company fails to comply with any provisions of this contract, including delayed payments, with a 5 day written notice. Upon termination for this reason, all payments made to date will be non-refundable.

Effects of Termination:

Upon termination of this agreement, all rights and duties of both parties, with respect to the project, will cease, except for the rights of action accruing prior to termination and any obligations already specified and lasting beyond termination.

Governing Law and Jurisdiction

This contract shall be governed by the laws of England and Wales. Both parties consent to the exclusive jurisdiction for all disputes arising out of or relating to the execution, interpretation, performance, or breach of this agreement.

Both parties agree that any controversies or claims shall be resolved in a court of competent jurisdiction within the aforementioned region, and both parties hereby consent to the jurisdiction of such courts.

Confidentiality

Both Client/Company and Web Agency recognise and acknowledge that, in the course of fulfilling this contract, each may obtain confidential information about the other. Such information includes, but is not limited to, business operations, strategies, client lists, financial data, and other proprietary knowledge.

Both parties agree to treat all such information, both oral and written, as strictly confidential during the tenure of this contract and for a period of 24 months after the termination of this contract.

Neither party shall, without the written consent of the other, disclose, share, or make use of any of the aforementioned confidential information, except for the purposes of fulfilling the obligations of this contract.

Any documents, notes, digital files, or other items that encompass or reveal any of this confidential information, which are in the possession of either party in relation to the contract's execution, must be returned or destroyed upon the contract's conclusion or termination.

Cost Implications:

Additional costs incurred due to Change Orders will be billed separately and are not included in the original contract amount. The payment terms for these additional costs will be specified in the Change Order agreement.

Testing and Acceptance

Testing Phase:

Upon completion of the web design and development phase, Web Agency will conduct both functional and performance testing of the website. This ensures it meets the agreed-upon specifications and functions correctly across different browsers and devices.

Client Review:

Client/Company will then have a review period of 5 days to test and review the website. During this period, Client/Company must notify Web Agency of any discrepancies between the delivered website and the agreed-upon specifications.

Corrections:

Web Agency will address and correct any reported discrepancies within a reasonable time frame.

Acceptance:

If no discrepancies are reported by Client/Company within the review period, or once all reported discrepancies are addressed, the website will be considered accepted by Client/Company.

Maintenance and Support

Maintenance Period:

Web Agency agrees to provide Client/Company with maintenance services for the website for a duration of 6 months following the date of acceptance. This period can be extended upon mutual agreement.

Services Included:

The maintenance services shall include:

Regular updates to ensure compatibility with the latest browsers and devices.

Minor content updates or changes as requested by Client/Company.

Addressing any bugs or issues that may arise post-launch.

Exclusions:

Major changes or additions, such as adding new pages, redesigning existing pages, or adding new functionalities, are not covered under this maintenance agreement and would require a separate agreement or Change Order.

Support:

For any issues or requests, Client/Company can reach out to Web Agency through you designated point of contact.